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                                                                 EXHIBIT 10.38.1

                          MACKENZIE GROUP OF COMPANIES

                      MACKENZIE INVESTMENT MANAGEMENT INC.
                             EMPLOYEE RETENTION PLAN

           (AS AMENDED BY THE MIMI BOARD OF DIRECTORS ON JUNE 7, 2002)


1.     PURPOSE

       The primary purpose of this Retention Plan is to ensure the successful
       continuance of our business in the event of a change in control. We
       believe that in these extraordinary circumstances it is essential that
       the Company stabilize the employee workforce. We also want to prevent
       employees from being unnecessarily distracted by their particular
       circumstances, reduce any climate of uncertainty, ensure fair and
       equitable treatment of staff, and reduce or limit any involvement in
       unnecessary litigation.

2.     BASIC PRINCIPLE

       Every regular full-time or part-time employee is guaranteed compensation
       income (which includes salary plus bonus) through February 15, 2003.
       During the period of application of this Plan, if an employee is released
       from his or her employment following a change in control (other than for
       cause), Mackenzie (or a successor employer) will pay the severance
       arrangements listed below. Regular full time employees who work less than
       a full week will be covered on their prorated basis.

       Please see point #10 for the definition of "change of control."

3.     TERMS OF THE PLAN

       If an employee is terminated without cause as a result of a change of
       control of the company during the period from November 15, 2000 to
       February 15, 2003, the following severance arrangements will apply:

       The employee will receive compensation income which will be the greater
       of:

           -    compensation income to February 15, 2003,
                                    OR

           -    one month of compensation income per year of service (to a
                maximum of 24 months).

       Regular employees who work less than a full week will be paid on a
       prorated basis.

4.     RESIGNATION

       o    Employees who voluntarily resign will not receive any payment under
            this Plan.

       o    An employee who turns down an offer of a comparable position will
            not be eligible for any payment under this Plan. The employee will
            be deemed to have resigned.



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5.     COMPARABLE POSITION

       Employees may be offered a comparable position at Mackenzie after a
       change of control.

       To be a comparable position, the position must:

       o    Provide base compensation and benefits that are comparable in the
            aggregate to the employee's current position,

       o    Provide an opportunity for variable bonus pay that is comparable to
            the employee's current position,

       o    Not require the employee to increase the daily one way commuting
            distance from their current place of employment by more than 15
            miles;

                                     AND

       o    Have job skill requirements and duties that are comparable to either
            the employee's current position or a position held by the employee
            within 12 months preceding the date of a change of control.

6.     ACCRUED COMPENSATION AND BONUSES

       o    An employee who is released from his or her employment as a result
            of the change of control during the period the Retention Plan is in
            effect, and is not offered a comparable position, will be paid their
            regular pay, accrued and unused vacation through February 15, 2003;
            PLUS, a pro-rated FY 2003 bonus.

       o    FY 2003 bonus payment for the period from April 1, 2002 to February
            15, 2003 will be calculated based on the FY 2003 bonus target. No
            bonus will be paid if an employee voluntarily resigns or is
            terminated for reasons not related to the change of control.

7.     EMPLOYMENT BENEFITS COVERAGE

       Group medical and employee dental will continue under the COBRA law
       during the Severance Period, or until the employee obtains another
       position in which similar benefits are provided, whichever occurs first.
       The company will pay the COBRA premium on behalf of the employee for
       continuation of medical and employee dental coverage through February 28,
       2003. Employee contributions to the 401(k) plan as well as employer
       matching contributions will cease on an employee's termination date.

8.     RELEASE

       Before receiving any payment under this Plan, employees are required to
       sign a Separation Agreement and General Release acceptable to Mackenzie.

9.     STATUTORY ENTITLEMENTS AND DEDUCTIONS

       The severance pay under this Plan includes notice, or pay in lieu of
       notice and severance pay. All payments under this plan will be reduced by
       applicable withholding taxes, and no amounts will be "grossed up" for tax
       purposes.




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10.    CHANGE OF CONTROL

       In this Plan, "change of control" shall mean: (i) the acquisition in a
       single transaction or a series of related transactions by any person or
       persons acting jointly or in concert of thirty-five percent (35%) or more
       of the outstanding and voting shares of Mackenzie, whether by way of
       take-over bid, merger, amalgamation or otherwise; (ii) the sale by
       Mackenzie of all or substantially all of Mackenzie's undertaking and
       assets; (iii) the acquisition of control of Mackenzie or of its business
       by one or more persons who do not now control Mackenzie; (iv) voluntary
       liquidation, dissolution or winding-down of Mackenzie in connection with
       which a distribution is made to the holders of Mackenzie's common shares;
       or (v) a resolution of the Board of Directors of Mackenzie that a Change
       of Control has occurred or is imminent. For the purposes of this Plan
       "control" shall mean the possession, directly or indirectly, of the power
       to cause a change in the direction of the management and policies of
       Mackenzie or its business whether through the ownership of voting
       securities, partnership interests or assets or by contract or otherwise.



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